Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 13, 2018, IRIDEX Corporation (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Stifel, Nicolaus & Company, Incorporated and Roth Capital Partners, LLC as the underwriters named therein (the Underwriters), relating to an underwritten public offering (the Offering) of
1,666,667 shares of the Companys common stock (the Common Stock), par value $0.01 per share (the Shares), all of which are being sold by the Company. The offering price to the public is $6.00 per share. Under the terms
of the Underwriting Agreement, the Company had granted the Underwriters a
30-day
option to purchase up to 250,000 additional shares of Common Stock, which was exercised on September 14, 2018.
The Shares and any additional shares of Common Stock purchased by the Underwriters under their option to purchase additional shares will be
sold pursuant to an effective registration statement on Form
S-3
(File
No. 333-213094)
(the Registration Statement), which the Securities and Exchange
Commission declared effective on August 26, 2016, and a prospectus dated August 26, 2016 included in the Registration Statement, as supplemented by a prospectus supplement dated September 13, 2018. The closing of the Offering and the
delivery of the Shares are expected to take place on September 18, 2018, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the Offering of approximately $10.5 million, which includes the exercise of the
Underwriters option to purchase additional shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for working
capital and other general corporate purposes. The Company may also use a portion of the net proceeds for licensing or acquiring intellectual property or technologies to incorporate in its products, capital expenditures, to fund possible investments
in and acquisitions of complementary businesses, partnerships, minority investments or to repay indebtedness.
The Underwriting Agreement
contains customary representations, warranties, covenants, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is
subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
The Underwriting Agreement has been filed with this Current Report on Form
8-K
to provide
investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed to by the contracting parties.
A copy of the legal opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the validity of the Shares to
be issued and sold in the Offering (including any additional shares of Common Stock issued by the Company and sold by the Underwriters under the Underwriters option to purchase additional shares) is filed as Exhibit 5.1 to this Current Report
on Form
8-K
and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
On September 13, 2018 and September 14, 2018, the Company issued press releases announcing the launch and pricing of the Offering,
respectively. A copy of each of the press releases is filed as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K.